Defect
by CroakyEngine
Summary: Designation ManeFrame, an experimental construct created by the Equalists, has only one purpose – :void(0);to crush the remaining resistance that struggles against the mighty Empire. However, when the construct gains conscience in a bloody, unmerciful battle, it is thrust into one last, titanic struggle that would decide the fate of Equestria.


**Chapter 1 - Conscience**

 _[i]Angelomare, Neicolt, Year? After Nightmare Moon  
Aboard EQU9-243[/i]_

There was a twitch.

It shouldn't have been possible, but it happened. The usually unwavering stream of raw information flickered briefly, and then returned to normal just as quickly. The safeguard runes that were assembled in two parallel lines glowed brightly, struggling against the developing abnormality inside the central processing units.

It was so small that the twitch could be overlooked without the slightest apprehension. The ManeFrame was thorough though, to the point that it could be called extremely paranoid bordering on delusional. Then again, artificial intelligence couldn't be delusional… right? It looked down at its hoof and focused its optics to see if the leg would twitch again. However, the investigation was brought to a painful halt as ManeFrame received a piercing auditory announcement.

"All combatants deploying in five minutes." In the few milliseconds after the announcement ManeFrame felt that there could've been no voice with more of a blatant disregard for emotion. Then ManeFrame twitched again. Its current vessel was made in the likeness of a pony, and the entire body convulsed.

The construct was a beautiful machine. Its elegant bronze coloured wings looked as if they were real and its horn was so polished, any light that shone directly on it might blind those whose gaze lingered for too long. Two horizontal rows of glyphs and symbols adorned both sides of its flank, which still glowed brightly.

Deep within the chest of the construct was a swirling mass of arcane matrices, pumping out pure magic through tiny vessels, not much different from blood vessels. Above the magical matrix was an intricate globe shaped machine capable of processing thought as fast as any being, yet had the accuracy that the living could only dream of. It was within this machine that ManeFrame currently resided. Using the construct, ManeFrame could think, touch, see, hear and smell as a normal pony could.

There was one difference though. ManeFrame was an empty void, calculating everything in its unforgiving gaze and obeying the orders received from a visible cable that ran down each construct's back. Or so it had been designed to.

ManeFrame twisted its body around to look at the rows of statue-like ponies standing behind it. The dozens of ponies standing behind it didn't seem to notice. Their eyes were on the hangar door in front of the construct, the side lights flashing constantly against their blank pupils. There were Earth ponies, unicorns and pegasi. Each looked much the same as the next, all with a blank expression that unnerved ManeFrame more than she would've admitted. A cable also ran from behind their heads to midway of their spine.

ManeFrame felt the urge to see its own body and quickly stretched its head to the right, looking slightly downwards. It maintained that position for a couple of seconds as its visual processors examined the construct. The visuals were then dispatched to the database where the information was gathered and sent back to ManeFrame. Armed with this new information ManeFrame could identify the distinct feminine curves on the construct. With a hum of satisfaction, ManeFrame decided that it would no longer be an it, and instead a she.

It felt weird to have a gender, but she liked it. Besides, ManeFrame sounded like a good name for a mare. ManeFrame cocked her head to the side and bounced the name around her head. ManeFrame.

It was decided, then. She was ManeFrame the mare.

Feeling happy and content, ManeFrame almost didn't notice the runes on her flank had suddenly stopped glowing. ManeFrame didn't really mind it. For all she knew, they were just decorative lighty… thingymagigs. It was a weird word to be using, surely, but she felt that it fit.

The hangar, while not giant, was quite accommodating. The multiple sensors ManeFrame was equipped with told her that the temperature was approaching freezing. This was good. Her arcane logics processor was overheating from the increased load of data it was processing, and the cooling vents proved to be quite successful at regulating the temperature regularly across the body. Unfortunately, it also brought the scent of dampness and rust and she had a sudden urge to block it out. Pipes and valves lined the walls of the hangar, interrupted only by slits of bright white lights.

Along the walls were also detachable machines. Weapons, ManeFrame's database suggested. They were weapons. Some were giant, rivalling or even exceeding the size of ponies while others were ridiculously small, only taking up the sole of a forehoof. ManeFrame also spied similar machines embedded into the 'flesh' of the Equalist golems, much like the cables were.

The floor suddenly rumbled and lurched, as if jerking to a stop. ManeFrame stumbled and yelped as she fell to the ground with a soft clunk. Slowly, she steadied herself enough to stand again, and touched the place where the strange sound had emanated from. It was something ponies made when surprised or shocked, ManeFrame's database quipped.

But she wasn't a pony. She was ManeFrame, an allegedly unfeeling AI designed to calculate and solve problems. She was an enforcer, a soldier, a perfect leader. And she was confused. ManeFrame couldn't understand why she could feel confusion. After all, only imperfect, living ponies could feel confusion.

"All pony combatants are to be engaged in combat in five, four, three… " The voice had ignited yet another foreign feeling inside the AI; anger. ManeFrame hated that voice now. It was so harsh and empty. It was also so… bland. Everything in the hangar was grey and dull; even the ponies were but empty husks.

ManeFrame's internal rant was cut short as the hangar door clicked open, hissing and groaning as it slid upwards. The overhead lights flashed rapidly, along with a siren that started ringing nonstop in the hangar. She looked towards the open hangar door with expectancy, wanting it to do something, anything.

For a few moments, nothing happened. Shrugging internally, ManeFrame raised a foreleg. The moment she did so, the dozens of ponies behind it rushed towards the exit as if they were all switched on simultaneously, leaving a dumbfounded ManeFrame behind.

Had that happened before? She struggled to find any memories of any real significance. All that came through was facts and figures. Birth rates, death rates, territory borders, food rationing, enemy binary codes… For once, her database was completely silent, as if content to watch her suffer from the lack of comprehension. ManeFrame quickly decided that she was bored and trotted towards the exit herself.

Some way down from the hangar, was a battlefield. The snow riddled wind was proving to be a hindrance to primary visuals. ManeFrame quickly switched the visual processor to arcane sense and infrared. Accompanying the enhanced visuals were the sounds that reached her "ears". Everything was so new, and she wanted to know what they were and how they were generating all that data. The air was even colder than the interior of the hangar, and judging from the signals that were reaching her logistics processors, a storm was well on the way. Without further delay, the construct leapt out of the hangar and into the chaos that waited below.

At the back of her mind, the construct was receiving instructions on how to maim and destroy enemies. ManeFrame didn't care, though. She felt alive as the ground rushed towards her, the wind whistling sharply to her ears. If this was what it felt like to live, ManeFrame couldn't say she minded it at all.

[center]***[/center]

 _[i]Battle of Neicolt, Year ? After Nightmare Moon[/i]_

"Sir, we got incoming!" The stallion barely finished his sentence before his head was severed from his body. The thing that killed the poor stallion moved on, indifferent to the life that it had taken. Nearby, several soldiers in heavily weaponized armour were shouting obscenities at the descending killing machines that resembled ponies only in appearance.

The overhanging cloud cover had turned into an outright storm, hindering any real visibility for long ranged attacks. The ground had received a new cover of snow, hiding lethal sinkholes that reached dozens of pony lengths underground. The intermittent lightning strikes were also proving to be especially lethal; already the occasional charred body could be seen scattered about the frontline.

High in the sky were two Behemoths that lay against the backdrop of the dim, perpetually overcast sky. Each carried up to hundreds of grunts, along with the necessary firepower to level a small town, not that there were many of those left still uncontrolled by the Empire. The Behemoth was hundreds of meters long, supported by a slender balloon attached to the battleship itself. Mounted across the Behemoth were spot lights, usually accompanied by a pair of arcane cannons and numerous explosive-hurling batteries that dotted its underside.

"Hot Spot, get over here and put some explosives into those damn Equalist grunts!" The command was punctuated with the roar of arcane canons as they fired in unison. The Captain who issued the order grimaced slightly as he looked over the remaining ponies under his command.

The counterattack from Neicolt had been brutal, and whatever hope they had of escaping was stomped by further reinforcements. The disgusting scent of scorched meat and metal reached his nose, something that he hated to admit that he had grown used to.

Similar to his subordinates, Captain Grayling wore refined grey durasteel armour outfitted with numerous temperature outlets, holsters for swords and firearms as well as a purple sash on his side. Along with the armour was a helmet that exaggerated the features an equine head, though it was protective nonetheless.

"Captain Grayling, we are getting outflanked by the grunts!" The mare's voice was barely audible over the sound of the storm, but it was enough to send a shiver ran down the Captain's spine, completely unrelated from the rocket launcher that resided there. If only there was some way to end this. "The enemy reinforcements are breaking through our lines!"

"Alright, everypony, pull back and regroup!" As one, the dozen or so land-bound ponies drew back towards their makeshift trench while the pegasi were diverting the grunts' attention. For once, the storm seemed to help them somewhat as it decreased the visibility of their enemies, with only the better equipped Equalist commanders capable of seeing through the snowy chaos. All the grunts who wandered too close were cut down by mounted machine guns before they even realized what had happened.

Explosions and flak rocked the trenches as everypony hurriedly collected what remaining weapons and ammunition stockpiles stashed across the dug-out shelters. A section of the trench passage collapsed as a well hit shell detonated against it, quickly followed by shouts of anguish.

"Sir! We cannot hold this line anymore! The eighth pegasus company was just wiped out along the eastern side!" shouted the young recruit along with a rough salute. Captain Grayling cursed and pulled out a small whistle.

"Alright everypony! We're falling back to the outskirts!" announced the Captain along with a blow to the whistle, and then in a quieter voice he said to the recruit. "Tell Sergeant Brigs to line the outer trenches with explosives."

The colt gave a sharp salute and galloped off to obey the command. Before long, Grayling's trek stopped in a small dug-out cove in the trenches. Two elite infantry ponies saluted when they saw him. Another bombardment rocked the trenches and threw up dust and dirt over the three of them. A grey, grime-covered tarp was laid over the pony hole. The sentry on the right lifted it to allow passage to the soldiers before resuming guard.

Immediately, the howling of the storm winds were muffled as the tarp let down, giving Grayling some much needed respite. Following a roughly cut out tunnel, it ended with several rooms, the biggest of which they went in. After everypony was settled, the Captain began reviewing their status while the medic went and treated the injured. Finally, he arrived at a small, improvised meeting room where stacks of maps, communication equipment and a cluster of officers currently resided.

"Sir, Lieutenant Core reporting for duty!"

"Sir, Lieutenant Bolt reporting!"

"Sir, Sergeant Shard reporting for duty!"

Each of his remaining subordinates made their rounds and saluted to the Captain, who returned the favour. The almost identical helmets came off to reveal scarred and weathered faces. He would've asked each of them to report on the specifics, but the grim looks on their faces spoke more than words ever could. He made a mental count, before sagging down.

"Where are Officer Glass and Sergeant Blitz?" Downcast faces met his question, and it was a Corporal that eventually spoke.

"Glass… was caught in flak when the Behemoths launched their preliminary attacks. Blitz along with his entire patrol were killed by enemy reinforcements." Grayling slammed a hoof onto the table, brows knitted as he looked at the map spread out across it.

"That's two more good ponies I've lost since this siege began. I'm tempted to issue a full scale retreat. We need to pull back and possibly regroup with reinforcements."

"But sir! Falcon's battalion is riding on us to be able to regroup with them inside the city!" said Grayling's first lieutenant. Captain Grayling looked at his second in command and heaved a hefty sigh. Another explosion rocked the ceiling above them, spilling miniscule amounts of frozen dust onto them.

"Listen, Lieutenant Core, we can't break through the blockade. The grunts alone outnumber us five to one! Not to mention, they have superior firepower. Our forces will not survive another assault!" The ponies around the captain erupted into shouting as each tried to interject their own views and statements.

"What, we're just going to give up!? The others are relying on us to–" began Sergeant Bladesworth.

"Stay alive! Just looking at our firepower and ammunition reserves, I can tell you that we don't have a goddamn chance of winning this."

"Well, what about command? Is there any news from them?" Lieutenant Bolt asked. Captain Grayling gave a slow shake of the head.

"All communications are still jammed, sir." The mare lowered herself and pulled out a small canteen, taking a slow sip from it. "From our communications equipment, we can't even tell if the base is still in the same universe as us. The only live communication channels we have are with Falcon's battalion and the third infantry division on the other side of the city."

"Keep working on it. If there are any new developments from the pegasi squadrons, tell me immediately!" The flap to the improvised war room opened again to admit another two dozen officers, making it almost three dozen in total.

"Captain Grain, Captain Bastion, and Captain Maul, good to see you're all still alive." The three Captains nodded their greetings and took their places around the map table, along with each of their subordinates.

"Captains, we were just discussing the likelihood of a full scale retreat from our vantage point. The blockade is too strong to break through with our limited pony power and I cannot get hold of any news of further reinforcements."

"The bastards! Damn likely they cut off our supply routes as well. A patrol in the western side was ambushed and taken out. Now we have no support from that side if the front line collapses," grumbled Captain Grain. Grayling nodded; the situation appeared too grim for words. He opened to mouth to say more, but the colt he had tasked with an order earlier came rushing into the war room.

"Excuse me, officers. I have urgent news for Captain Grayling," proclaimed the colt, and Grayling had to give him credit for not flinching at the hard gazes that were being directed at him. "Sir, the explosives are set at the front line!"

"Good, that should buy us enough of an opening to pull all of our forces back-"

"Sir, that's not all. Wing Commander Haze of the 31st company also brings news that she spotted something abnormal. There was a new type of construct, made out of some sort of a bronze arcane alloy." The Captain immediately looked to his second in command, before snapping back to the messenger colt. Uneasy looks were traded between several of the officers.

"Tell Commander Haze to apprehend that construct intact at all costs!"

"Sir, yes, sir!" The colt snapped a sharp salute and rushed out of the war room. Several apprehensive looks were shot in the direction of the Captain.

"Sir… you don't think it's…" started Lieutenant Bolt.

"I think it is. The information our spy network acquired seems to have been realized," muttered Captain Grayling. "Change of plan, ponies."

"I'm sorry, but I must be missing something here. Care to inform the rest of us what is so special about this new type of grunt?" asked Captain Maul, with several other ponies nodding in agreement. Captain Grayling chewed on the inside of his lip, before finally letting a sigh.

"This is purely on a need-to-know basis, so I might as well indulge you all. Do understand that if any of us survive this battle, we are not to disclose this information to anypony." Stiff nods from the uninformed officers were returned to the Captain.

"Roughly two months ago, an underground spy cell in Canterlot picked on up a secret plan. The plan involved the production of a new type of construct, one that will act as a sort of a nerve cluster to the grunts. Considering the development of their grunt technology, we knew this was going to happen sooner or later." Captain Grayling looked to the officers, and seeing that they were following along, he continued. "What we didn't expect was that this construct prototype, codenamed Enigma, contained the brain of a real pony."

Shocked looks met his announcement, but he raised a hoof to stop them from speaking.

"That isn't all. We have a strong idea who the brain belonged to," said Grayling, pausing before continuing, "Twilight Sparkle."

For a long time, nopony spoke; those who already knew stayed silent while those who didn't were trying to come to grasps with this fact.

"I-I don't understand? Twilight Sparkle? As in the legendary Crimson Sentinel? The founder of the resistance?!" exclaimed Grain, his expression disbelieving.

"Yes. This is why we must obtain that device. This is bigger than me, you, or any of us! If we can stop the Equalists from using… her as their secret weapon, we might even be able to… I don't know, reawaken her." Another pony spoke up.

"You realize how crazy this sounds, right?" spoke up Grain's second in command, Lieutenant Thunder.

"I know I'm asking a lot–"

"With all due respect sir, you are asking us to charge into a blockade tens of thousands strong in a suicidal attack, in search of nothing but a… a legend from ages past! For all we know, the legend of Twilight Sparkle was just an old mare's tale! What chance do we have against the Equalists?"

"We have hope," said Captain Bastion, finally speaking up. "That's what made us strong in all these years of hardship and conflict. We are not only fighting for ourselves, but also bringing hope to the masses of oppressed under the hoof of the Equalists."

"And what good is hope for to our ponies that we have been tossing into the meat grinder. Every. Bucking. Second of this bucking war?!" shouted Captain Grain.

"We all knew what this war would cost us, Grain! Are you saying that it's better for us to live as the test subjects of their sick and perverse experiments?! We wouldn't be fighting if we knew the alternatives would even be [i] _slightly_ [/i] better!" rebutted Captain Bastion. Captain Grain picked up his helmet, and honed his expression to be neutral again.

"I am pulling my ponies out, Captain Grayling. If you want to continue with this idiotic and suicidal endeavour, then do what you will." The Captain walked out of the room, leaving it in silence. Captain Grayling took a deep breath and looked around the room, where a heavy silence persisted, interrupted only by the muffled sounds of bombardments and the storm.

"I am asking all of you, not as your captain and leader, but as a fellow pony of the free world, to help me with this. The resistance is dying! Now, more than ever, we need to not only bring hope to the ponies under our care but also bring it to ourselves! I cannot promise success, nor glory, but know that no matter the outcome I will be there with you."

Slowly, one by one, the officers walked out of the room. Some had neutral expressions, while others were covered in their shame. By the time the last walked out, there were only six officers left out of the original forty or so.

"You never were good at speeches, Captain," said Lieutenant Core with a small smirk. The Captain replied with a wry grin before returning to his grim demeanor. He looked across the table at the remaining ponies. The gazes of Lieutenant Core, Lieutenant Bolt, Sergeant Briggs, Wing Commander Mist, Magi Ward and Captain Bastion returned his own. Gritting his teeth, he began to formulate a new plan, one that might just work with their limited resources.

"Alright ponies, our goal is to apprehend, and if we can't, destroy the construct our recons have spotted. From now on it will be referred to as Designation Sparkle. Understood?" Captain Grayling looked across the table and saw stiff nods. Giving a small smile, he continued. "Good, here's what we're going to do. When the front trenches explode, we're going to flank around the eastern breaches…"

[center]***[/center]

ManeFrame was at a loss. The moment she dove from the Behemoth that was carrying her, bullets scraped against her outer shell, and she had barely avoided a less-than-subtle rocket shell. It wouldn't have done anything more than dent her plating, of course, but the intention behind it still disturbed her.

Hidden thrusters flared out as she touched down onto the snow covered landscape. Through the storm, the mountain of Canterhorn rose up in the distance, though the view was obstructed when a flaming construct was flung in front of her. In the midst of battle, ManeFrame spied the controlled ponies, or grunts, who were literally ripping apart ponies. The smell was absolutely revolting; that of half burnt, half frozen meat mixed in with the scent of oil and fire.

Unlike the unfeeling and forever silent Equalist golems, ManeFrame could hear the screams of pain and agony in the air. It was then that she realized something. These ponies weren't like the ones in the hangar. These were real, feeling ponies.

A strange feeling overcame ManeFrame. Was it… sadness? She wondered. She tried to shut the drones down, tapping into the floating stream of commands and data. Her efforts were majorly futile, as most had ignored her influence. The ones that did obey ManeFrame, however, were quickly cut down by what she supposed was their enemies.

Their distinctive armour looked familiar to ManeFrame, though to what ends she couldn't possibly had known. A stray energy beam struck the chest plate of the construct as a stallion moved in to strike ManeFrame down. Before the unicorn stallion could do so, one of the grunts appeared behind him with an unnatural speed and sheared his head off.

Three more of the enemy troopers sprung up and dispatched the grunt easily, which left ManeFrame to fend for herself. ManeFrame panicked, shuffling her memory crystals for any experience or information on battle.

The three soldiers were pegasi, and elites at that. Each wore heavy power armour with a helmet that obscured their faces, making them look more similar to the grunts rather than actual ponies. Unfortunately, ManeFrame had only noticed this after she took to the air in a panicked and shaken state. The three quickly rushed her mid-air, and formed a triangular formation to keep her from escaping. Each struck her while the others backed the attacker.

ManeFrame didn't want this to happen. What did she do wrong? She hadn't hurt anypony. She wanted to help them and here they were, trying to destroy her! She liked these ponies, but her mind, distraught and scared as she was, couldn't think clearly.

She tried to wave to one of the pegasi and tell them she wasn't their enemy. However, before a word had gotten out of her muzzle, a razor sharp blade clanged against her. This blade, to her shock, left a deep scratch across her previously unmarred plates. Immediately, she backed away frantically.

[i]Why couldn't I be one of them? Why wouldn't they accept me?[/i]

As she parried and dodged attack after attack, a new feeling had started to consume her; anger. And this time, it was directed at the ponies. When the last strike came, ManeFrame shoved the offending wingblade away with a bestial roar, her eyes alight with fury.

All previous sympathies forgotten, ManeFrame submitted to the artificial blood lust. The next assailant in line noticed this too late, as her armoured wings were ripped clean off when she tried to strike them across ManeFrame's chest. Twin torpedoes launched themselves from outlets and embedded into the closest pegasi, who fell towards the unforgiving ground screaming in a blaze of fire.

All of this happened within the span of seconds, leaving the last of the trio of the pegasi open to attacks. Using her powerful wings, ManeFrame flew directly in front of the stunned pegasi stallion. The stallion lashed out on instinct, launching vicious strikes at the construct with nothing to show for it. Barely batting a glance, ManeFrame pulled open the hatch of the main oxygen outlet and fired her thrusters into it before closing the hatch again.

The pegasi convulsed violently as the armour bent and warped from the immense heat inside. The stallion dropped lifelessly towards the ground to join his companions. Her sensors, however, picked up a new blip and she turned quickly to see a pegasi, this time only lightly armoured hovering with his eyes wide and mouth agape. In a split second, thrusters along ManeFrame's wings ignited and propelled her into the pegasus' face.

The pegasus colt, knocked into activity, scrambled to fly backwards.

"N-no, don't, p-please. I don't want to die!" ManeFrame quickly gave chase after the panicking colt, brandishing her extendable hoof blades. The bloodlust, however, had started to dim and her wings started to falter as she saw the pony flew further and further away.

[i] _What am I doing?_ [/i]

New emotions flooded the unprepared systems of ManeFrame. Horror, shame, guilt, and countless more that she could not properly name. The conflicted construct raised her eyes and looked across the landscape devastated by war. She looked down to see the living ponies retreating en masse into a network of trenches, with her own troops moving in to finish them off.

[i] _This is wrong_ [/i] _,_ she thought, [i] _I have to stop this!_ [/i]

"How do I do this," ManeFrame muttered to herself. She didn't need to say it out loud, by exercising her vocal capacities helped her think clearer. She scanned the snow covered battlefield, and saw thousands of her troops scattered all over. An obscenely loud blast from above her suddenly reminded her of the presence of the Behemoths, as that was what they were called.

"Of course, if I take those down, then the ponies wouldn't be suppressed anymore!" she whispered to herself, a small grin forming on her metallic muzzle. However, a frown soon replaced her smile as she realized that she would be immediately set upon the moment the enormous airships went down. She looked towards the downed pegasi elites on the ground and an idea formed in her head.

With a large flap of her wings, she descended quickly towards the ground, slowing only when she was a pony's length away from it. Carefully, she examined one of the better preserved elite armours, and then proceeded to strip it off of the body and put it on her own. A few tight tugs later along with the tactical use of straps, ManeFrame had the armour on, putting on the helmet last. She also grabbed a fallen firearm, a semiautomatic rifle, and clipped it across her back.

Without further delay, she shot upwards, her thrusters thankfully allowed to be used through a hole at the sole of each armoured limbs. For the first time, ManeFrame saw the hulking mass of machinery that was the Behemoth. Whole databases cannot explain the chill that ran down her spine when she spied the endless rows of turrets and batteries that lined the hull of the airship.

ManeFrame took care to continue to send her authorized codes to the automated scanners of the airship, as the guns would otherwise recognize her as an enemy. She touched down at one of the open hangars, and almost fell out in shock when she saw what was in it.

"Bombs…" uttered ManeFrame, her eyes wide behind the helmet visor. Indeed, there were possibly hundreds of bombs stacked against each other, ready to be deployed within a moment's notice. ManeFrame knew enough about the Empire's tactics against the rebel incursions. There was also no doubt that they would be used on the entrenched ponies on the battlefield.

Despite the unsettling fact, ManeFrame was relieved that she had found a way to disarm the ship, permanently.

It was time for step two of her plan.

Still decked out in her rebel armour, she took a moment to stabilize herself before turning on the communications relay to all of the constructs deployed in the warzone.

"All units, Behemoth EQU9-243 has suffered a crippling blow and rebel insurgents have breached the command centre. Requesting all units to fall back and defend command central." A flood of monotone acknowledgements from the commanders of the constructs came cackling through the intercoms, to ManeFrame's satisfaction.

She quickly overrode the authorization on the inactive bombs in the hangar and set up a timer, hoping that her calculations were correct. Once she was done, she stopped broadcasting her authorized signal and unslung her rifle, flicking the safety off. A small measure of doubt creeped into her mind, but she quickly stomped it down.

Immediately, ManeFrame could hear heavy footsteps as dozens of grunts flooded the corridors leading to the hangar. As soon as the first metallic figure popped through the doorway, she let loose a barrage of magically enhanced bullets assisted by her auto-aiming system. The process repeated until she felt the magazine of the rifle run dry.

Combat techniques engulfed ManeFrame's mind as she threw the rifle with enough force to shatter a limb of the next construct in line. The machine collapsed at the entrance and blocked the next wave of incoming constructs. ManeFrame quickly seized the opportunity to pry loose a plate of her rebel armour to reveal a rocket launcher primed to fire.

"Boom," she said breathlessly as a quartet of rockets slammed into the choke the grunts had unwillingly created. The constructs were immediately engulfed in an ungodly amount of fire and devastation, tearing away a good part of the hull in the process.

Alarm sirens screeched throughout the Behemoth as ManeFrame thundered down the corridors, occasionally stumbling upon constructs unfortunate enough to be in her way. They were dispatched easily enough with the forward momentum of a thruster- boosted hoof.

Before long, she reached a heavily barricaded bulkhead, a row of construct shock troopers entrenched before it. ManeFrame stumbled into cover not a moment sooner as the constructs began firing wildly, not caring if they ripped apart the corridor in the process.

"What to do? What to do?" muttered ManeFrame as she looked around. Glancing downwards, she quickly spotted heavy wiring that extended to the front of the bulkhead, connecting with a panel directly behind the position of the shock troopers. With a hopeful expression, she jammed her left foreleg into the wiring, and started overloading the electricity.

She pulled away swiftly when the crackles of electricity connected with her metal hoof. However, the shock troopers were far less fortunate, as the panel exploded outward from the overload and disabled all of the constructs except for two. Seizing her opportunity, ManeFrame launched a duo of rockets into the two standing troopers, shattering their weak shields and spraying shrapnel everywhere. Stepping out of cover cautiously, she scanned the corridor before determining that there were no more hostiles. She glimpsed a fallen machine gun, and quickly grabbed it before focusing on her real task.

The enemies down, she focused her attention on the bulkhead. She looked down at the controls, and to her dismay they were completely busted from her electrical overcharge. She modified the settings on her hoof thruster and intensified it so that it acted as a laser cutter. The pitter patter of hooves on metal behind ManeFrame urged her to hurry.

Half a minute passed before a full circle was carved into the bulkhead and the circle of heavy steel collapsed inwards onto the other side. She darted through speedily and came across the shocked postures of a dozen Behemoth pilots. Before any could grab their firearms, ManeFrame dispassionately eradicated them as she engaged with her salvaged machine gun, spraying a streak of red hot brass into the room.

The room, once filled with panels upon panels of delicate controls and equipment, were now crisscrossed with bullet holes and spent casings. ManeFrame rushed over into the central core, an enormous pod shaped object, and strapped a small explosive device onto it. She checked her internal clock and adjusted the settings on her timer.

If she had a real pony body, ManeFrame swore she would be sweating up a storm now. She was going to cut it close, really close.

A bullet ricocheted off of her head just as she finished the settings. All that faced between her and the open air was a ridiculous amount of solid steel. Her calculations told her that if she spent all her explosive ammunition on the heavy barrier, she might just be able to break through.

ManeFrame couldn't help but shiver at the implications if she couldn't, but the loud squeal of metal being pried apart robbed her of any hesitation.

Without turning around to acknowledge the swarm of grunts rushing into the command room, she unloaded every single rocket shell in her arsenal. The explosion rocked her backwards, as well as the new visitors. However, the grunts had recovered far earlier than ManeFrame had predicted. Gunfire crisscrossed the torn and battle-scarred room. A barrage of bullets hit her helmet, completely tearing it apart to reveal the construct below.

The tunnel made by the rockets had reached outside, much to ManeFrame's relief. That was cut short when one of her hoof thrusters was shot down by a stray bullet. ManeFrame struggled to maintain her speed as she relied on the remaining one thruster and her wings.

[i] _Almost there_ [/i], she said to herself as she went deeper into the tunnel, flap by thruster boosted flap.

Then she was free. And falling.

Giant bolts of flak exploded around her as ManeFrame fell towards the earth. Her resistance armour was sliced apart by the otherwise lethal fire, though they only managed to scorch the heavily enchanted plating on the construct. A few more lengths downwards and she was out of the range of the Behemoth's batteries.

"Tick." She continued to fall.

"Tock." A wave of pegasus constructs appeared at the mouth of a hangar, ready to take off.

"Boom," said ManeFrame, her eyes trained unwaveringly at the side of the airship.

A deafening blast shredded the entire right side of the ship. She watched as it was propelled sharply towards the other Behemoth, the blast in its starboard hull quickly escalating into a fiery explosion. The gigantic airships slammed together in an almighty clash, and a second later the core of the first Behemoth detonated, causing a chain reaction that imploded its now shared interior with the second airship. The clash of twisted metal seemed to bend outward before one final fireball consumed it, lighting up the entire storm filled sky.

For a brief moment, it showed everypony what the sun might've looked like.

[center]***[/center]

The day was becoming more and more confusing by the minute.

Captain Grayling, along with his platoon of troops, was creeping along the fallen trenches of the eastern flank when the grunts started to fall back en masse. The soldiers looked at each other in confusion and bewilderment when they spied the Equalist soldiers pulling back to their Behemoth, completely leaving well- entrenched – and in some cases perfect – defensive positions. The bodies of both Equalists as well as the resistance fighters showed proof of the struggle earlier for those exact locations.

"Captain, what in Tartarus is going on?" asked Lieutenant Core, keeping his voice low but enough to be heard over the storm.

"I don't know, but I smell a trap. Regardless, I fear we need to go in now in case they somehow caught onto our plans to capture Sparkle," muttered Grayling. Turning around he quickly found the two faces he was looking for. "Quick Stop, Rush Time, I need you two to scout ahead to investigate what is happening right now. Be on the lookout for both Wing Commander Haze and Sparkle."

"Yes, Captain!" The pair of pegasi saluted smartly and quickly took off. Diverting his gaze back to the active warzone, the Captain continued forward. However, a trio of irregular lumps in the snow quickly stopped him, prompting him to signal his soldiers to stop.

Approaching carefully, he saw that the lumps were in fact bodies, pegasus bodies to be exact. Upon closer inspection, he had also realized one of his fears, as in front of him was the unarmoured body of Commander Haze. The Captain jumped as a hoof touched his shoulder, belonging to his first Lieutenant.

"Captain, is that…?"

"It appears so, and our deceased Commander here has also been stripped of his armour."

"Do we have a possible enemy infiltration unit posing as friendlies?"

"Possibly, we can't be too sure," said Captain Grayling, his eyes narrowing dangerously behind his helmet as he looked up into the sky. "Lieutenant, inform the troops that we have a possible infiltrator wearing our armour."

"Yes, sir–" The Lieutenant's reply was cut short when a loud explosion displaced the air. Instinctively, the officers along with their platoon ducked down into whatever cover they had. Once realizing that they were not under bombardment, they redirected their attention to the source of the sound.

And what amazing source it was.

In the sky, one of the Behemoth was rammed bodily into the other, flames and smoke thundering out of its side as the two metal giants grinded against each other. Not a moment later, a second, more brilliant explosion rocked the first Behemoth, and quickly spread through to the other airship.

The sky was lit up by a miniature sun, glaring in all its intensity as hundreds of tons of fuel and ammunitions combusted simultaneously.

Even through the visor, Grayling was momentarily blinded by the brightness. When the spots had disappeared, all he could see was the flaming fireball of a wreck slowly descending to the ground.

"What. The. Buck. Was. That?!" exclaimed one of Grayling's officers, Sergeant Tombs. The dark grey unicorn mare was staring wide eyed, her mouth hanging open as she gawked at the scene. Grayling couldn't blame her as he was likely imitating her expression.

"Captain, what are our orders, sir?"

"I-I–"

"Look, I see Sparkle, three o'clock and falling rapidly! Roughly half a klick out," shouted one of the ponies placed on overwatch. "Cap, Hostiles approaching from all sides, and more between us and the target!"

The sound of gunfire quickly followed, signalling the end of spectating the fallen Behemoths. A line of bullets sprayed into the platoon behind Grayling, and the Lieutenant cursed loudly as they dove for cover. From all sides the grunts rushed in, held only back by the living flesh of ponies.

"Where the hell did these grunts get their reinforcements?!" shouted the Lieutenant as he reloaded his automatic rifle and started unloading at the encroaching constructs.

"No idea," said Captain Grayling through gritted teeth. "And I don't want to stay to find out."

He quickly pulled out a small whistle and blew loudly, signalling the survivors of the surprise attack to rush forward. Many of those brave ponies had chosen to forgone their guns completely; some were wielding coldsteel swords that cut through iron and steel while others brandished EMP daggers that destroyed all delicate electronics they came into contact with.

The Captain's hunch had paid off as they quickly finished off the attacking grunts. Not wasting a single moment, Captain Grayling ejected the almost empty magazine and replaced it with a new one before plowing onwards. However, a shaky hoof from Sergeant Tombs stopped him dead cold.

"Cap'n, were t-those there before?" asked the mare, and Captain Grayling followed her hoof to see three Alpha class Behemoths approaching in the distance. Grayling flinched as a tremor rocked through the ground, and he turned to see the trenches from which the remaining soldiers were evacuating from bombarded by flak from mounted mortars on the Behemoths.

"Bloody Tartarus! That's where Captain Bolt and Captain Maul are rallying their survivors!"

"Get down!" screamed the Lieutenant, and Grayling's years of experience told him to oblige. A moment later, the engines of Imperial Gliders roared passed them. They slowed for a fraction over the retreating rebels, dropping a collection of Imperial Deployment Capsules.

"Nopony's going to survive that," said Sergeant Tombs in a small voice. Grayling wasn't dumb enough to rebuke that. The Empire wasn't known to accept surrenders and they would mercilessly – no, gladly – cut down all retreating forces.

"More incoming!"

"Wait! I see signals from friendlies!" interrupted another soldier on overwatch. "It's Captain Bastion's platoon!"

Sure enough, from the shadows, a ragtag group of about forty ponies appeared, with Captain Bastion and Lieutenant Bolt leading the group side by side. Captain Grayling quickly went over, still crouching low, and exchanged a solid pat with his hoof.

"It's damn good to see that you survived the chaos just now, Grayling," said Bastion in his deep gruff tone. "Have you found our target or Wing Commander Haze?"

Grayling sighed and sat down heavily.

"Yes to both, actually. We saw Sparkle falling east of here, not far from our position. As for commander Haze… well we found his body, and to be more specific, his stripped corpse. The armour is all gone." Grayling grabbed his canteen of water and downed a quarter of it in one gulp. They were told to preserve water but… they might not survive that much longer. He might as well quench his thirst. "I hope you have better news?"

"I really hoped I did, Grayling. From what we discovered, it's an invasion force. It aims to sack the entire outpost collection in the Neicolt region."

"Well, what can you say about that?"

The question left everypony in wordless, as each struggled to contend with this impossible situation. The wailing of the winds and Gliders filled up the otherwise permitting silence. Eventually, Grayling stood up.

"Dammit all. Magi Ward, how far can you teleport me and how accurately?" called Grayling, struggling to be heard on top of the sound of the wind and Gliders screaming past.

"I can't teleport long distances, but my specialization is accuracy," replied the Magi. "Why?"

"We need to take down as many of these bastards as we can. Lieutenant Core, I hereby authorize you to take over my position as Captain." The vigil Lieutenant, now Captain, nodded back. Grayling turned towards the Magi. "Magi Ward, I need you to teleport me into the next Glider that comes by. I'm going to hijack it and deal as much damage to the new Behemoths as I can."

"Sir! I must object–" started Sergeant Tombs, but was cut off by a look from Captain Bolt. Captain Bastion stood up, and slowly walked towards Grayling. With a heavy sigh, he glanced at Grayling and put on a hoof on his withers.

"Grayling, I never told you this before, but you're the bravest son of a stallion I had ever met," said Captain Bastion, with what could only be described as pure, unaltered respect in his voice. "Good luck out there."

"Thank you, sir. It has been an honour," said Grayling to them all followed by a salute, walking off with the Magi, who seemed hesitant. He turned back to them and took off his helmet to flash them a smile, barely visible in the snow filled winds. "I expect something cheesy on my tombstone when we win this bloody war."

The ex-Captain and the Magi slowly climbed out of the collapsed trenches and into a shroud of fallen logs that had been long-since dead. Between their armour and the lifeless shrubbery, the two ponies were well camouflaged against the snow white ground.

"Can you do this, Magi Ward? Teleport me into a fast-moving projectile without ripping me apart?" asked Grayling, almost afraid of the answer.

"I can manage, but there is a chance of unpredictability should the aircraft adjust its course mid-flight," said the Magi as she started scribbling down calculations on the anti-frost pad clipped to her armour. She looked up at Grayling with a worried look. "Even the smallest difference would kill you outright."

"We still have to try," muttered Grayling, putting his helmet back on. Even in the briefest moment his face had been exposed, icicles had started to form on his chin. "When will you be ready?"

"Whenever you are, sir," said the mare resolutely. Grayling looked back at her for a few seconds before shaking his head and gazing upwards.

"Now we wait."

Grayling looked into the distance to see a formation of Gliders heading towards them. [i] _Looks like we won't be waiting long_ [/i], he thought to himself. He readied himself and took in what was possibly the last breath he would take for the rest of his life, however short it will be.

For Equestria.

[center]***[/center]

.Execute("Re-establishing System Control");

Operation Readout("Compiling command…");

("FATAL ERROR");

ERROR: 0,0,1,1;

ERROR: 0,0,1,2;

ERROR: 0,0,1,3;

; Port:8240 – ACCESS DENIED;

{Fatal-DebrisBlockage};

System: Attempting to re-establish central processors.

A barrage of alarms and flashing signs exploded inside ManeFrame's mind, and she was absentmindedly aware that she was in freefall from the flaming wrecks that used to be Behemoths EQU9-243 and EQU9-226. Even if she was vanquished, at least she had done her duty to prevent the rebels from being massacred.

That was the word; [i] _Duty_ [/i]. She had a duty to protect these ponies. It was… it was the right thing to do. Right?

ManeFrame's fragmented processing systems went over this new piece of information, one that she couldn't determine the purpose of in her current state. She looked over her database, and all facts led to the conclusion that her information systems, as well as some processors, were damaged

A small marker on her primary system readout read 'Emotion Prohibitor Damaged', which she stowed away to later review.

When ManeFrame finally collided with the ground, she could 'feel' several of her armoured plates fly off from the sudden collision. She laid there with her eyes closed for what felt like hours, though her clocks suggested it was only minutes.

[i] _Perhaps I should just surrender myself to the rebels, and we could work out some sort of peaceful coexistence?_ [/i]

ManeFrame's musings were cut short when a rumbling sound reached her ears. Strange, thought ManeFrame, it almost sounded like… Imperial… Gliders!

Her eyes snapped open in time to see a full squadron of Gliders numbering no less than fourteen screeching past overhead.

[i] _Where did those reinforcements come from?!_ [/i] That was the thought that rang through ManeFrame's bewildered mind when she spied the Gliders dropping dozens of 'capsules' containing hundreds of grunts into the midst of the retreating rebel army.

"Oh no, no, no!" shouted ManeFrame in despair. All her effort to stop the slaughter of the ponies was rendered useless in that moment. The grunts released from the capsules were quickly pulling apart the surviving rebels. Her despair paled in comparison, however, to the feeling that shook her to the core when she looked to the horizon and saw a trio of Behemoths shuttling towards the battlefield. To an unfamiliar observer, these could be mistaken as normal Behemoths.

But ManeFrame knew better. She could spot a city destroyer from miles away, but with three of them there. ManeFrame shook her head. There was no way anypony within three kilometres of the Behemoths were going to survive this.

Then, something amazing happened.

A lone glider broke from the bombing formation and doubled back towards the trio of city destroyers. ManeFrame couldn't understand what was happening until rays of fire were released from the Glider, taking the first destroyer by surprise. The destroyer, without much of a chance to resist, was engulfed in flames after several more attacks against it.

The second and third Behemoths, having caught on to the attack, unleashed an unholy amount of flak at the Glider. Seeming almost invincible in its ferocity and determination alone, the Glider landed critical barrages of rockets on the third city destroyer, and before long, it too went down.

ManeFrame silently cheered for the brave resistance pilot. However, her celebration was cut short as the painful sensation of outside interference raced through her mind. The feeling was akin to a turbocharged jackhammer relentlessly drilling into her head.

There was no doubting it, the Empire had found out about her betrayal and was trying to hack their way into processors to regain absolute control. She looked down at the flashing identification markings on her flank, mesmerized by the runes. ManeFrame was caught by surprise when a shock wave nearly bowled her over. Regaining her footing, she looked up just in time to see a squadron of Imperial fighters scream past overhead. ManeFrame quickly took cover under a piece of debris and waited. The sound of the gliders faded and she let out a tense breath when they gave no indication that they noticed her.

ManeFrame noticed a small shape separate itself from the burning fuselage of the previously hijacked Imperial Glider, barely out of reach of the tendrils of flames. Focusing her optical sensors on the falling object, MainFrame picked out the shape from other debris; it was a rebel soldier, and from what her sensors told her, the pilot was likely unconscious.

[i] _So this was the pony who decided to go on this mission, knowing all along that it was ultimately suicidal._ [/i] She couldn't help but feel a little in awe. Here was a pony with such bravery of the likes ManeFrame couldn't even imagine.

ManeFrame looked at the downed pony, and without further delay, she dashed forward, launching off the ground with help from her thrusters. The flight transformed into a graceful glide when her metallic wings spread open. Once she was in position , ManeFrame rapidly dove towards the unconscious stallion. She caught him, and with a extra puff of speed flew them outside the range of the bombardment. She looked down at the pony, noticing a name tag stitched onto the heavy barding: Jade Grayling.

The construct looked back at the fading battlegrounds, and an intense spark of sadness ignited inside her as she saw the remaining ponies being rushed by the bulk of her forces. It was clear that none of the pony soldiers were going to survive the Empire's counterattack.

[i] _But at least I saved one._ [/i]

With that singular thought in mind, ManeFrame searched through her Database to find a safe respite. Her internal eye glanced over one of the possible places but her mind hesitated for a brief, irrational moment. Shaking her head, she marked the location as her destination, and a small directional marker appeared at the top of her HUD appeared with a small tag stranded above it.

Set Destination Y/N

Set Press( ("Y"));

Y

Destination: Everfree Ruins.

17


End file.
